Title 17, Title 17 — Corporations, Partnerships And Associations

Share transfer prohibition. (a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under W.S. 17-17-112 or pursuant to a b…

Share transfer after first refusal by corporation. (a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of W.S. 17-17-111 must first offer them to the corporation by obtaining an offer to purchase the shares for cash from a…

Attempted share transfer in breach of prohibition. (a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a statutory close corporation in vio…

Compulsory purchase of shares after death of shareholder. (a) This section, and W.S. 17-17-115 through 17-17-117, apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the personal representative of the estate or the…

Exercise of compulsory purchase right. (a) A person entitled and desiring to exercise the compulsory purchase right described in W.S. 17-17-114 must deliver a written notice to the corporation, within one hundred twenty (120) days after the death of the shareholder, describing th…

Court action to compel purchase. (a) If an offer to purchase shares made under W.S. 17-17-115 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the district court of…

Court costs and other expenses. (a) The court in a proceeding commenced under W.S. 17-17-116 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parti…

Shareholder agreements. (a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.…

Elimination of board of directors. (a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. (b) An amendment to articles of incorporation eliminating a board of directors must be approved by al…

Bylaws. (a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by W.S. 17-17-120. (b) If a corporation does not have bylaws when it…

Annual meeting. (a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a differe…

Execution of documents in more than one capacity. Notwithstanding any law to the contrary, an individual who holds more than one (1) office in a statutory close corporation may execute, acknowledge or verify in more than one (1) capacity any document required to be executed, ackn…

Limited liability. The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholder…

Merger, consolidation, share exchange and sale of assets. (a) A plan of merger, consolidation or share exchange that: (i) If effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or seri…

Termination of statutory close corporation status. (a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation…

Effect of termination of statutory close corporation status. (a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of the Wyoming Business Corporation Act and, if incorporated under W.S. 17-3-101 through 17-3-104, to…

Shareholder option to dissolve corporation. (a) The articles of incorporation of a statutory close corporation may authorize one (1) or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or u…

Court action to protect shareholders. (a) Subject to satisfying the conditions of subsections (c) and (d) of this section, a shareholder of a statutory close corporation may petition the district court for any of the relief described in W.S. 17-17-141 through 17-17-143 if: (i) Th…

Ordinary relief. (a) If the court finds that one (1) or more of the grounds for relief described in W.S. 17-17-140(a) exist, it may order such relief as it deems appropriate including one (1) or more of the following types of relief: (i) The performance, prohibition, alteration o…

Extraordinary relief; share purchase. (a) If the court finds that the ordinary relief described in W.S. 17-17-141(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under W.S. 17-17-143 unless the corporation or one (1) or more of its shareholde…

Extraordinary relief; dissolution. (a) The court may dissolve the corporation if it finds: (i) There are one (1) or more grounds for judicial dissolution under W.S. 17-16-1430; or (ii) All other relief ordered by the court under W.S. 17-17-141 or 17-17-142 has failed to resolve t…

Application to existing corporations. This chapter applies to all corporations electing statutory close corporation status under W.S. 17-17-103 after its effective date.

Reservation of power to amend or repeal. The legislature has power to amend or repeal all or part of this chapter at any time and all corporations subject to this chapter are governed by the amendment or repeal.